All I Thought of You (also referred to as “company”) Curators are bound by these terms and conditions. By operating as a Curator, you agree to become an I Thought of You Sales Representative (hereinafter referred to as “Curator”) and you acknowledge that you have read, understand, and agree to be bound by the terms of this agreement, you are at least 18 years of age or older, you reside in the United States, and you are authorized to work in the United States. You also agree that all tax information you have provided is accurate and correct. If you do not agree to all terms and conditions listed herein this agreement or you do not meet all criteria outlined, you must immediately discontinue acting as an I Thought of You Curator and notify firstname.lastname@example.org.
We are excited to welcome you to the I Thought of You family! Our company was designed to ensure our artisans and Curators are given opportunities to earn a fair income and earn experience as entrepreneurs. Our team is here to support you as you grow your new business. In order for you to act as an independent sales representative, the following terms will govern our relationship.
1. Curator’s Rules and Responsibilities: As a valued Curator, your role is to promote and sell our products. You will receive a commission from I Thought of You when you sell our products, as outlined in the table below. You agree that our policies may change from time to time and you agree to comply and follow any changes. You also agree to:
- act in a legal, ethical, professional, and businesslike manner and maintain the highest standards of integrity, honesty, and responsibility in your dealings with our company and the customers;
- present our products in a truthful and sincere manner and to not engage in any activity or action that may damage our reputation or the reputation of our merchandise;
- protect the I Thought of You trademarks and trade names by obtaining our written permission prior to using them in any advertising, on the internet, or in literature other than material published by our company;
- purchase our Starter Kit after applying and being accepted to our program and pay for all Starter Kit materials and shipping costs in full;
- submit orders from your customers for I Thought of You products for the full amount due, plus applicable shipping charges;
- protect all personally identifiable information collected from customers via order forms. Any use of a customer’s personally identifiable information in a manner than could compromise the integrity of our company will be deemed a breach of your obligations under this agreement and grounds for immediate termination;
- allow us to release your name, telephone number, and/or email address in response to a customer’s request for an I Thought of You Curator in your area;
- allow us to perform a background check on you, including character and credit-standing, and provide any information we request for the purpose of determining your eligibility to become an I Thought of You Curator.
- comply with any changes to all agreements that may be made by us;
- allow the use of your image for marketing and commercial purposes; and
- embrace the spirit of our organization by striving to promote a positive attitude, independent participation, and an upbeat entrepreneurial spirit.
2. Pop-Up Shops: While acting as a Curator, you may hold Pop-Up Shops. When you hold a Pop-Up Shop, you agree to use good judgment and will comply with all applicable federal, state, and local laws, regulations and ordinances, including those prohibiting alcohol consumption by minors. Curators are responsible to comply with all federal, state, and local, and income tax obligations. You, and not I Thought of You, will be entirely responsible for any liabilities, claims, costs, expenses, or damages arising from any Pop-Up Shop you hold.
3. Compensation: In exchange for your services as a Curator, you will be paid in accordance to our commission rate and current incentives. Upon acceptance of this agreement by I Thought of You and once you begin placing orders, you will be eligible to being earning payment in accordance with the Incentive Plan. You will be responsible for all costs and expenses you incur in hosting Pop-Up Shops, marketing, promotion, selling products, and recruiting other Curators. We may modify commissions and incentives at any time and will give you a 14 day written notice on our website or at the email address or physical address you provided when registering as a Curator. I Thought of You will make the final determination as to the amount of commissions you will be paid based on the orders you place. Curators must follow the order guidelines outlined by I Thought of You to be eligible to receive a commission or discount on applicable sales. This includes, but is not limited to, using and sharing the correct URL assigned to you and placing orders in the manner in which we instruct. I Thought of You is not responsible for Curators who use incorrect or invalid links to place orders. Just a few products do not earn commission, these are products like our Starter Kits (for our paid affiliate program) and are clearly indicated on the page description. Gift cards earn commission when purchased but not upon redemption as that would be double commission on a single paid order.
4. Independent Contractor Relationship: Under this agreement, you will be a Curator to market and sell I Thought of You products to the public in the United States, U.S. Territories, and U.S. Military Bases. This is a non-exclusive relationship and I Thought of You reserves the right to sell its products through other sales channels and may offer products at alternate retail prices. Curators are independent contractors and not employees, joint venturer, franchisee, partner, or agent. Curators have no authority to incur any debt, obligation, or liability on behalf of the company, are not authorized to sign any contracts on our behalf, and are not authorized to file or collect unemployment benefits. I Thought of You will pay Curators in accordance to outlined commission rates and incentives but all Curators are responsible for all self-employment taxes, social security taxes, income taxes, any other taxes, and any other reports required by your activities as a sales representative. You agree to abide by all federal, state, and local laws applicable to your activities. You will, at your own expense, file all reports and obtain any licenses that are required by law or regulation for you to perform your activities under this agreement or the holding, selling, or advertising of our products. You certify to us that you are legally authorized to work.
5. While acting as a Curator for I Thought of You, you agree that you will not do any of the following without our written consent.
- make any representation or warranties on behalf of I Thought of You other than those explicitly outlined on our website;
- accept the return of any product. All return requests must be made through our website;
- represent, sell or promote, display, directly or indirectly, any other line(s) of jewelry, watches, belts, purses, apparel, Fair Trade, or eco-friendly products not purchased directly from I Thought of You; work for, be employed by, consult with or be an advisor to any other direct selling company that sells a similar product as I Thought of You or product(s) in the same category as I Thought of You, whether or not you are paid for your services;
- fail to follow any of our policies and procedures;
- solicit or recruit prospective I Thought of You sales representatives or customers on behalf of any other company;
- use any of our intellectual property, products, assets, marketing materials, forms, our registered name, prestige or drawing power together with or in support of non-I Thought of You activities or to solicit, show, promote, market, or sell any non-I Thought of You products or services without prior written permission from us; and
- promote I Thought of You or our products through unsolicited emails or SPAM.
6. Ownership of Intellectual Property: I Thought of You owns all intellectual property rights in and to our products and materials, and all designs, data, information, or other content in our products and materials. You acknowledge that you will not own or acquire any interest or right of any nature to and in any intellectual property rights in our products or materials and that you will not use any of our designs except as specifically authorized by us. You will be granted a limited, non-exclusive license to use our intellectual property for the sole purpose of marketing and selling I Thought of You products as long as you remain an active Curator. Upon termination of this agreement, the license granted under this agreement will terminate immediately and you will return all intellectual property to us.
7. Orders and Returns: We have the right to accept or reject any order submitted. If an order is submitted for products that are no longer available in the quantities ordered, we have the right to reject all or part of that order and we will not be obligated to offer compensation in connection with orders that are not accepted. We reserve the right to chargeback the amount of any commission paid to Curators on products that are returned by a customer. We reserve the right to discontinue any product at any time. Curators are solely responsible for any cash or checks tendered as payment to you by customers for products and for providing cash refunds to such customers in accordance with the I Thought of You returns policy. You will be solely responsible for the payment of all fees and charges owed to us, you will be responsible for our collection costs, attorney’s fees, court costs, and expenses in collecting those amounts.
8. Prices: We will set the retail prices for all of our products, and we may change retail prices at any time. Prices do not include shipping fees nor applicable sales and taxes. Prices charged for all products are determined solely by us and you will not sell products at prices other than the published retail prices under any circumstance, unless authorized by I Thought of You in accordance with a limited time promotion or discount offer.
9. Sales Tax: You authorize us, on your behalf, to collect and remit to the proper government agencies the applicable sales and use taxes in connection with the sale of our products as permitted by this agreement.
10. Customer Disputes: You are solely responsible for resolving disputed charges, insufficient funds checks, and stop-payment checks from customers who placed orders for I Thought of You products with you as their Curator and paid for such orders with cash or check to you. All disputed charges will be your responsibility. All refunds and exchanges will be managed by I Thought of You in accordance with our return policy located on our website. If a chargeback is initiated by your customer, you agree to assist us in communicating with the customer and the credit card company to settle the matter. A temporary hold may be placed on commissions for the chargeback amount in question until the matter is settled in our favor.
11. Term and Termination of this Agreement: The term of this agreement will begin upon our acceptance of this agreement and will continue until terminated. This agreement may be terminated immediately:
- by you for any reason upon written notice to us; or
- by us i) for any reason upon written notice to you; ii) if you have not sold a minimum of two hundred dollars (U.S. $200) in commissionable sales during any three- month period; or iii) if you are in breach of any of your obligations and/or responsibilities described in this agreement.
12. Events Upon Termination of this Agreement: Upon termination of this agreement by us or by you:
- You will: i) within five days of termination pay all amounts due to us; ii) immediately stop representing yourself as an I Thought of You Curator; and iii) immediately become ineligible to receive any compensation or benefits as a sales representative except for amounts that you earned before the termination date, less any amounts you may owe I Thought of You under this agreement. You will stop all use of I Thought of You intellectual property and confidential information and will stop holding Pop-Up Shops, classes, workshops, and presentations or otherwise selling, displaying, or offering sale of our products.
- You will immediately return all I Thought of You intellectual property and confidential information to us.
- Curator Starter Kit merchandise is not eligible for return, exchange, or credit.
13. Confidential Information: As defined by this agreement, confidential information means all of our information that we mark as confidential or that should reasonably be considered confidential based on the nature of the disclosure and includes, without limitation, our training manuals, training videos or presentations, agreements, business forms, pricing or cost information, knowledge as to sources, information concerning our business, our manner of operation, our plans, processes, or other data including, but not limited to, any information regarding I Thought of You customers and sales representatives, including names, addresses, credit histories, and customer purchasing histories. You will keep all confidential information in strict confidence. You will not use confidential information except to perform your obligations under this agreement and you will not disclose confidential information in any manner to any third party without our prior express written consent. If you breach the provisions of this agreement, we will be entitled to pursue any lawful remedies whether at law or equity including, but not limited to, the remedies of injunction and specific performance.
14. Non-Solicitation: You agree that during the term of this agreement and for a period of twelve (12) months following termination, you will not, for yourself or on behalf of any other party, solicit, recruit, or hire any of our employees or sales representatives that is either under contract with us or who has been under contract with us in the six (6) months prior.
15. Disclaimer: I Thought of You disclaims any and all promises, representations and warranties, whether express or implied, including but not limited to, any implied warranties or merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, of any products information provided under this agreement. In no event shall I Thought of You be liable for personal injury, or any incidental, special, indirect, or consequential damages whatsoever, including without limitation damages for loss of profit, or any other commercial damages or losses, arising out of or related the obligations described in this agreement, however caused, regardless of the theory of liability. In no event shall I Thought of You’s total liability to you for all damages, other than as may be required by applicable law in cases involving personal injury, exceed the lesser or ninety nine dollars (U.S $99) or the value or products which are the subject of the dispute. The foregoing limitations will apply even if the above stated remedy fails its essential purpose.
16. Limitation on Claims: You agree that any claim or lawsuit filed by you relating to this agreement or services as a Curator must be filed within six (6) months of the conduct or event giving rise to the claim or lawsuit. You waive any statutes of limitations providing for a longer period to bring a claim or lawsuit.
17. Indemnity: You will indemnify and hold us, our licensors and subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorney fees and costs) arising out of or in connection with a third party claim arising from your acts or omissions or any violation by you of this agreement.
18. Remedies: In the event of any breach, violation or evasion of this Agreement by you, you agree to pay all our costs to enforce or protect our rights, including all reasonable attorney fees and court costs.
19. No Waiver: Failure by you or us to insist upon or enforce any of our rights will not be considered a waiver of those rights.
20: Ohio Law: This agreement will be governed, construed, and enforced under the laws of the state of Ohio, without giving effect to the conflicts of law principles.
21. Noncompete Agreement: For a period of 2 years after the termination of our partnership, Curator will not directly or indirectly engage in any business that competes with I Thought of You. For a period of 2 years after the termination of our partnership, Curator will not directly or indirectly solicit business from, or attempt to sell to any customer or client of I Thought of You. It is agreed that if the Curator violates the terms of this agreement irreparable harm will occur, and money damages will be insufficient to compensate I Thought of You. Therefore, I Thought of You will be entitled to seek injunctive relief to enforce the terms of this agreement. The prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys’ fees incurred in enforcing this agreement.
22. Entire Agreement: The terms and conditions of this agreement represent the entire agreement between us and will supersede any other representations, discussions, prior understandings or agreements between us. No oral modification will be binding upon us, and except as otherwise expressly provided in this agreement, any modification must be in writing and signed by both parties. I Thought of You reserves the right, at their sole discretion, to end the partnership with any Curator at any time if they are found to be in violation of this agreement.
23. Severability: If any item of this agreement is determined to be invalid or unenforceable, the remaining provisions will be unaffected.
24. Conflict: In the event of any conflict between a provision of this agreement, the provision of the most recent in time will govern.